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WOCNCB BYLAWS

ARTICLE I. NAME

The name of this corporation shall be the Wound, Ostomy and Continence Nursing Certification Board (hereinafter referred to as WOCNCB or the Board.) The offices are located at 555 East Wells Street, Suite 1100, Milwaukee, Wisconsin 53202-3823.

ARTICLE II. MISSION

The Wound, Ostomy and Continence Nursing Certification Board is a professional organization dedicated to promoting the highest standard of consumer care and safety by providing credentialing in the areas of wound, ostomy, continence (WOC) and foot care (FC) nursing.

ARTICLE III. PURPOSE

The purpose of WOCNCB shall be to:

• Set, maintain, and evaluate standards for certification and re-certification in wound, ostomy, continence (WOC) and foot care (FC) nursing.
• Establish, administer, and continuously evaluate the certification process to recognize competency in wound, ostomy, continence, and foot care nursing practices.
• Provide formal recognition of individuals who meet the certification requirements.
• Ensure the integrity of the credentialing program by investigating notifications of violations.
• Promote the certification program for WOC and FC nursing practice.
• Encourage continued professional growth in specialized nursing practice.
• Provide identification of nurses who have achieved certification in WOC and FC nursing to employing agencies, the public and other healthcare professionals.
• Explore and develop new areas of interest to the certification board, including evaluating trends in specialty healthcare practice nationally and internationally.

ARTICLE IV. WOCNCB RELATIONSHIP TO WOCN SOCIETY

The WOCNCB and the Wound Ostomy & Continence Nurses Society (WOCN Society) are separate organizations with separate charters, bylaws and mission statements. Neither Board answers to or is subordinate to the other Board. The WOCN membership represents an important healthcare consumer group for the WOCNCB. Therefore, communication between the two organizations is ongoing.

ARTICLE V. BOARD MEMBERS

Section 1. Composition of Board and Eligibility Requirements

The Board shall consist of:

1. Ten voting members, including:
   • Nine WOCNCB-certified RNs who collectively represent all specialty areas.
   • One public member who represents the interests of the healthcare consumer* and whose skills and attributes contribute to board governance and strategic planning.
     * The Certification Board (WOCNCB) uses the term "consumer" to define a broad range of individuals using our services. These include:
     • Patients and families
     • Employers
     • Regulatory agencies
     • WOC and FC nurse clinicians
     • Other health professionals
     • WOC-AP nurse clinician
2. The outgoing President:
   • To serve as a non-voting member for a one-year term immediately following the completion of his/her term as President.
3. Past board member(s) as needed:
   • To serve as non-voting member(s) in a support capacity.

Eligibility requirements include:

1. Current WOCNCB credentials (except for the public member).
2. Skills and attributes required for board governance as defined by the Nominations Committee.
3. E-mail and Internet capabilities.

Anti-Discrimination Policy:

Board members will not be discriminated against on bases that would violate any applicable laws.

Section 2. Term of Board Membership

1. Voting Board members are elected for staggered four-year terms with the exception of the public member who is appointed for a two-year term.
2. No Board member may serve more than two consecutive terms.
3. Newly elected Board members will begin an orientation at the Fall Board Meeting. Elected terms will begin on January 1.
4. The non-voting Past President shall serve a one-year term

Section 3. Election to the Board

1. Board members, with the exception of the public member, shall be elected by WOCNCB certificants via mail or electronic ballot.
2. WOCNCB certificants shall have until the printed deadline on the ballot to postmark, fax or electronically submit their ballot.
3. Candidates receiving the highest number of votes from the ballots returned shall win the election
4. Election results will be published in the newsletter, and posted on the WOCNCB website.

Section 4. Appointments to the Board

1. The public member is appointed by the President and confirmed by the Board.

Section 5. Unfulfilled Term

1. Members of the Board who are unable to fulfill the term of their service may be replaced by appointment of the President with majority approval of the Board.
2. In the event the President is unable to fulfill the term of presidency, the Board will elect a successor to fulfill the term.

Section 6. Duties of Voting Board Members

Board members shall:

1. Conduct business according to the mission and purpose of the WOCNCB.
2. Develop and administer the certification programs.
3. Fulfill their duties according to "Board Member Job Descriptions" as outlined in Article VII.

Section 7. Conflict of Interest

1. The WOCNCB adheres to a strict Conflict of Interest Policy. (See Policy Manual page 7.)
2. Each member of the WOCNCB Board or committees shall sign a Conflict of Interest Policy Agreement upon joining the Board and a Conflict of Interest Disclosure Statement annually. (See Policy Manual.)

Section 8. Finances

1. There are no WOCNCB dues.
2. The fiscal year shall be January 1 to December 31.
3. Each summer, the Financial Officer, with the assistance of the management firm, will prepare a budget, including a line-item justification, for presentation to the Board at the next in-person meeting.
4. A conference-call meeting may be required to review and discuss the line items.
5. WOCNCB will hold one year's operating expenses in a cash reserve account.

ARTICLE VI. OFFICERS

Section 1.

President

1. Members of the Board shall elect the WOCNCB President.
2. Election of the President shall take place in the second quarter of the calendar year.
3. The election will be held by secret ballot and the individual receiving the majority vote will assume the office of President.
4. The term of office shall be two years and begin on January 1.
5. The two-year term of office shall take precedence over the four-year term as a Board member.

Section 2.

Financial Officer

1. The members of the existing Board shall elect the Financial Officer.
2. The election of the Financial Officer shall take place in the third quarter of the calendar year.
3. The term of office shall be two-years and begin on January 1.

ARTICLE VII. BOARD MEMBER JOB DESCRIPTIONS

The duties of the Board members shall be such as are implied by the respective titles except as otherwise stated in these Bylaws, and the following specific duties:

1. President:
   
   The President shall be responsible for the supervision of the day-to-day operations of the WOCNCB in accordance with its Bylaws and Policy and Procedures documents.
   
   The WOCNCB President's specific responsibilities are to:
   1. Preside over Board meetings/conference calls.
   2. Serve as an ex-officio member of all committees.
   3. Act as the liaison with the WOCNCB testing agency.
   4. Initiate and respond to all official WOCNCB correspondence.
   5. Direct the management firm to facilitate Board activities.
   6. Authorize non-budgeted expenditures not in excess of $1,000.
   7. Oversee the participation and performance of Board members.
   8. Perform other duties as necessary to the office of the President.
   9. Monitor completion of annual Conflict of Interest Disclosure Statements.
   10. Ensure board member adherence to Conflict of Interest Policy.
   11. Appoint the Public Member, Committee Chairs and Liaisons to the Board and standing/ad hoc committees.
2. Past President:
   
   The Past President shall assist the President in performing duties and serve in an advisory capacity to the Board.
3. Financial Officer:
   
   The Financial Officer shall be in charge of the WOCNCB funds and financial records, present financial reports to the Board as requested by the President, and work closely with the management firm to manage the organization's funds.
   
   The Financial Officer's specific responsibilities are to:
   1. Attend all WOCNCB meetings and participate in all WOCNCB conference calls.
   2. Prepare an annual budget.
   3. Oversee accounting procedures.
   4. Oversee income collection.
   5. Oversee disbursements and investments.
   6. Oversee the external auditing process.
   7. Report to the Board on financial status of the organization.
   8. Perform other duties as assigned by the WOCNCB President.
   9. Assist Committee Chairs with preparing committee budgets each year.
4. Board Members:
   
   Each Board Member is responsible for contributing to Board governance and strategic planning.
   
   Board Members' specific responsibilities are to:
   1. Monitor and evaluate candidate eligibility for the WOCNCB certification.
   2. Supervise the testing company and Examination Committees in evaluating examination results.
   3. Review and revise examination content outlines periodically so that they continually reflect current WOC and FC practice.
   4. Transact the general business and affairs of the WOCNCB including the review of bylaws, policies, procedures, finances, contractual relationships and marketing.
   5. Participate in all WOCNCB conference calls.
   6. Attend all WOCNCB meetings by complying with the WOCNCB Attendance Policy Statement (Appendix Three).
   7. Maintain confidentiality of the certification process.
   8. Comply with the Conflict of Interest Policy and sign annual Conflict of Interest Disclosure Statement.
   9. Serve as chairperson or committee member as appointed by the President.
   10. Perform other duties as assigned by the WOCNCB President.
5. Public Member:
   
   The Public Member is a Member of the Board with voting privileges and by his/her membership represents the interests of the healthcare consumer.

ARTICLE VIII. CONFIDENTIALITY

The WOCNCB and members of its committees and employees shall keep all records and proceedings completely confidential, unless specifically authorized by the President.

ARTICLE IX. MEETINGS

Section l.
Two face-to-face meetings will be held annually: one meeting in the Spring and one in the Fall.

Section 2.
Conference calls shall be scheduled by the President or any three members.

Section 3.
A quorum consists of six voting members.

Section 4.
At the discretion of the President and with the approval of the Board, Board members or staff may be requested to attend additional meetings to represent the WOCNCB's interests.

ARTICLE X. COMMITTEES AND APPOINTMENTS

The President may create and appoint ad hoc committees as deemed necessary. The President will appoint the chair of standing and ad hoc committees. Non-members of WOCNCB may serve on committees.

The standing committees are:

• WOC Examination
• Foot Care Examination
• Nominations
• Professional Growth Program
• Marketing
• Credentialing Review and Appeals
• Experiential / Graduate Pathway
• Audit
• Advanced Practice
• Awards

Each standing committee will have a written statement of charter to include purpose, authority and responsibility. Each appointed person will be responsible for overseeing the designated activity.

ARTICLE XI. PARLIAMENTARY AUTHORITY

The current edition of Robert's Rules of Order shall govern the proceedings of WOCNCB in all cases not provided for in these Bylaws or in the Policy and Procedures document.

ARTICLE XII. AMENDMENTS

These Bylaws may be amended by an affirmative vote of the majority of the Board at any meeting provided that written notice has been given at least fourteen days prior to the meeting. If a ballot vote is requested, it may be executed in person or by electronic means.